TERAGO Inc. — Capital/Financing Update 2025

Apr 9, 2025

Form 51-102F3
Material Change Report

Item 1 Name and Address of Company
TERAGO Inc. (“TERAGO” or the “Company”)
55 Commerce Valley Drive West
Suite 800
Thornhill, ON L3T 7V9

Item 2 Date of Material Change
March 31, 2025

Item 3 News Release
The press release attached as Schedule “A” was disseminated through Canada Newswire on March 31, 2025 with respect to the material change.

Item 4 Summary of Material Change
On March 31, 2025, as per the terms of a Second Amendment to the Credit and Guaranty Agreement (the “Amending Agreement”), the Company, Crowdout Capital LLC (“Crowdout”), and Cymbria Corporation (“Cymbria”) amended certain terms of the previously executed Credit and Guaranty Agreement (the “Credit Agreement”) dated September 29, 2022 (as amended by that certain First Amendment to the Credit Agreement dated as of May 29, 2024). In connection with the Amending Agreement, subject to Toronto Stock Exchange (the “TSX”) approval, the Company has agreed to issue 800,000 common share purchase warrants (each, a “Warrant”, and collectively, the “Warrants”) to Cymbria (the “Private Placement”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
On March 31, 2025, as per the terms of the Amending Agreement, the Company, Crowdout and Cymbria amended certain terms of the previously executed Credit Agreement.

The Amending Agreement served to: (i) provide the Corporation with the Second Amendment Term Loan (as defined in the Amending Agreement) in the aggregate principal amount of USD$2,000,000, and (ii) make certain other clarifying amendments to the conditions and covenants of the Credit Agreement.

In connection with the Amending Agreement, and Cymbria’s participation thereunder, subject to TSX approval, the Company will issue 800,000 Warrants to Cymbria. Each Warrant, entitles

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Cymbria to subscribe for and purchase, one fully paid common share in the capital of the Company (each, a “Common Share”) at a price per Common Share as set out below until 5:00 p.m. (Toronto time) on the date that is three years from the date of issuance of the Warrants:

(a) 200,000 Warrants at a price per Common Share of $1.00;
(b) 200,000 Warrants at a price per Common Share of $1.50;
(c) 200,000 Warrants at a price per Common Share of $2.00; and
(d) 200,000 Warrants at a price per Common Share of $2.50.

Although Cymbria is a related party to the Company, the Company is relying on the formal valuation and minority approval exemptions available to the Company pursuant to Sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) for the Private Placement, as the fair market value of the Private Placement is less than twenty-five (25%) percent of the Company’s market capitalization as of the date of the Amending Agreement. The Company is relying on Section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101 for the Amending Agreement.

Prior to the Private Placement, Cymbria held 4,706,715 Common Shares (representing 23.49% of the issued and outstanding Common Shares) and 54,100 Warrants. After the completion of the Private Placement, Cymbria will hold, 4,706,715 Common Shares (representing 23.49% of the issued and outstanding Common Shares) and 854,100 Warrants (representing 79.78% of the issued Warrants).

The Company did not file a material change report more than 21 days before the execution of the Amending Agreement as the participation therein by related party was not settled until shortly prior to signing.

The Amending Agreement was approved by the members of the board of directors of the Company. The Company has filed the Amending Agreement, and it is now available on SEDAR+ at www.sedarplus.ca.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

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Item 8 Executive Officer

The following executive officer of the Company is knowledgeable about the material change and may be contacted about this report:

Rajneesh Sapra
Chief Financial Officer
(905) 326 - 4217

Item 9 Date of Report

April 9, 2025

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Schedule "A"

TERAGO, CrowdOut Capital and Cymbria Corporation amend certain terms of Credit Agreement

TORONTO – March 31, 2025 – TERAGO Inc. (“TERAGO” or the “Company”) (TSX: TGO, https://terago.ca/), today announced it, CrowdOut Capital LLC (“CrowdOut”) and Cymbria Corporation (“Cymbria”) executed a Second Amendment to the Credit and Guaranty Agreement (the “Second Amending Agreement”), which amends certain terms of the Credit and Guaranty Agreement entered into between, inter alios, CrowdOut and the Company as of September 29, 2022 (the “Original Agreement”), as amended by the First Amendment to Credit and Guaranty Agreement dated as of May 29, 2024 among CrowdOut, Cymbria and the Company relating to the Company’s secured debt facility (the “First Amending Agreement”, collectively with the Original Agreement and the Second Amending Agreement, the “Credit Agreement”). The Second Amending Agreement serves to increase the amount of the secured debt facility from US$19 million to US$21 million, while maintaining consistency with the initial framework of the Credit Agreement, with the US$2 million increase in the secured debt facility funded by Cymbria.

“Cymbria is pleased to provide additional capital to TERAGO to support the Company’s continued momentum. With the recent ISED consultation we are confident that TERAGO will retain and leverage its valuable mmWave spectrum licenses to seize new opportunities and drive innovation as market adoption of Fixed Wireless Access and 5G networks accelerates.” said Frank Mullen, Chief Investment Officer, Edgepoint Investment Group.

In connection with the Second Amending Agreement, subject to Toronto Stock Exchange (the “TSX”) approval, the Company has agreed to issue 800,000 common share purchase warrants (each, a “Warrant”, and collectively, the “Warrants”) to Cymbria (the “Private Placement”). Each Warrant, entitles Cymbria to subscribe for and purchase, one fully paid common share in the capital of the Company (each, a “Common Share”), until 5:00 p.m. (Toronto time) on March 30, 2028, at a price per Common Share as follows:

• 200,000 Warrants at a price per common share of $2.50;
• 200,000 Warrants at a price per common share of $2.00;
• 200,000 Warrants at a price per common share of $1.50; and
• 200,000 Warrants at a price per common share of $1.00.

As EdgePoint Investment Group Inc., the portfolio manager of Cymbria, is a related party of the Company, the Second Amending Agreement and the issuance of the Private Placement will constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and are subject to the formal valuation and minority

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approval requirements thereof, as applicable, unless an exemption is available. It is the intention of the Company to rely on the exemptions in Sections 5.5(a) and 5.7(1)(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101 for the Private Placement and Section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101 for the Second Amending Agreement.

The Company has filed the Second Amending Agreement, which is now available on SEDAR+ at www.sedarplus.ca.

About TERAGO

TERAGO provides managed network and security services to businesses across Canada. ensuring highly secure, reliable, and redundant connectivity including private 5G wireless networks, Fixed Wireless access, fiber, and cable wireline network connectivity. As Canada's biggest mmWave spectrum holders, the Company possesses spectrum licenses in the 24 GHz and 38 GHz spectrum bands, which it utilizes to provide secure, dedicated SLA guaranteed enterprise grade performance that is technology diverse from buried cables ensuring high availability connectivity services. TERAGO serves over 1,800 Canadian and Global businesses operating in major markets across Canada, including Toronto, Montreal, Calgary, Edmonton, Vancouver, Ottawa and Winnipeg, and has been providing wireless services since 1999. For more information about TERAGO and its suite of wireless internet and SD-WAN solutions, please visit www.terago.ca.

For further information, please contact:

Investor Relations

Investor.relations@terago.ca

Forward-Looking Statements

This news release may contain words considered forward-looking statements or information under applicable securities laws, including but not limited to the receipt of TSX approval. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond TERAGO's control. Forward-looking statements may include but are not limited to statements regarding the further developing our 5G Fixed Wireless Access program, consistently executing across all fronts of the business, success in providing Canadian enterprises with managed services and the 5G fixed wireless trials being conducted by the Company. All such statements constitute "forward-looking information" as defined under, applicable Canadian securities laws. Any statements contained herein that are not statements of historical facts constitute forward-looking information. The forward-looking statements reflect the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including those risks set forth in the "Risk Factors" section in the Annual Information Form for the year ended December 31, 2024 and risks set forth in the "Financial Risk Management" section in the annual MD&A of the Company for the year ended December 31, 2024 available on www.sedarplus.ca and under the Company's corporate profile. Factors that could cause actual results or events to differ materially. include the inability to consistently achieve sales growth

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across all lines of TERAGO's business including managed services, inability to complete successful 5G technical trials, the results of the 5G trials not being satisfactory to TERAGO or any of its technology partners, regulatory requirements may delay or inhibit the trial, the economic viability of any potential services that may result from the trial, the ability for TERAGO to further finance and support any new market opportunities that may present itself, and industry competitors who may have superior technology or are quicker to take advantage of 5G technology. Accordingly, readers should not place undue reliance on forward-looking statements as several factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed with the forward-looking statements. Except as may be required by applicable Canadian securities laws, TERAGO does not intend, and disclaims any obligation, to update or revise any forward-looking statements whether in words, oral or written as a result of new information, future events or otherwise.